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Non-compete and restrictive covenants clause, explained

A is a restrictive covenant: a promise not to do competing work for a time and in a market, and it only stands in England and Wales if reasonable.

Last updated 28 October 2026

What does a non-compete clause do?

In England and Wales a post-term non-compete is a restraint of trade. It stands only if it protects a legitimate business interest and is no wider than reasonably necessary in time, geography and the work it bans. Scotland uses the same reasonableness idea. US rules vary by state. We agree the restraint on one shared page.

Are non-competes enforceable in England and Wales?

They can be, if they protect a legitimate interest — typically trade secrets, customer connection or a stable workforce — and go no further than reasonably necessary. A two-year worldwide ban on a three-week freelance job is the shape that fails. Name the rivals, the product line and the months. See non-compete.

What did Tillman v Egon Zehnder decide?

Tillman v Egon Zehnder Ltd [2019] UKSC 32 held that unenforceable words can be cut from a restraint where they come out without rewriting what remains, remaining terms have , and deletion does not make a major change to the overall restraints. Pair it with severability. Do not rely on a court to rescue a worldwide ban.

How is a non-compete different from a non-solicit?

A non-compete tries to stop the next competing job. A non-solicit stops poaching staff or customers. Confidentiality already stops use of secrets. If the real worry is secrets or a named account, the narrower tool is usually enough. Read our non-solicitation page for the poaching version.

Do Scotland and the US treat this the same?

Scotland applies the same common-law reasonableness idea in restraint of trade; the courts and procedure differ. US rules vary by state, and some treat post-employment non-competes as largely unenforceable. Do not paste a US template into an England and Wales paper. Write the restraint for the governing law you chose.

Example wording

Example · our own drafting

For [3] months after this agreement ends, the Supplier will not provide services that are substantially the same as the Services to the Client's competitors listed in the Schedule, in the product line described there. This clause does not stop the Supplier working for other clients in the same industry on different products. If a court finds any words unenforceable, those words are severed and the remainder continues.

In Plain English

For three months after this ends, the supplier will not do the same kind of work for the rivals named in the schedule, on that product. Other work in the same industry, on different products, is still allowed. If a court knocks out some words, the rest of the restraint still stands.

What should you watch for?

PointWatch forPush for
DurationYears on a short freelance job, or a period that starts on a vague date.Months, counted from the end date, matched to the length of the work.
MarketAny competitor, worldwide, in any product the client might one day sell.Named rivals, or a defined product line, in a named territory.
ActivitiesA ban on any work for anyone in the sector, including unrelated crafts.The same services this contract actually covers.
ToolA non-compete where the client only wants secrecy or no poaching.A tighter confidentiality or non-solicitation clause instead.
SeveranceA worldwide ban written on the hope a court will trim it later.A clause you can defend as written, plus severability.

Which contracts include it?

Lex includes this clause in, among others:

  • Independent contractor agreement
  • Freelancer agreement
  • Consulting agreement

What does the law say?

  • Unenforceable words may be severed from a post-employment restraint where they can be removed without adding to or modifying what remains, the remaining terms continue to be supported by adequate consideration, and removal does not generate any major change in the overall effect of the post-employment restraints.

    Source: Tillman v Egon Zehnder Ltd, [2019] UKSC 32Checked 28 October 2026Pending lawyer review

Draft a independent contractor agreement with this clause

Free for the other side

Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.

Frequently asked questions

What does a non-compete clause mean?

It is a promise not to do competing work, usually for a time after the contract ends, in a named market. In England and Wales it is a restrictive covenant and is tested for reasonableness.

Are non-competes enforceable in England and Wales?

They can be if they protect a legitimate interest and are no wider than reasonably necessary in time, geography and activities. A short, named-rival restraint is the usual defensible shape on freelance papers.

What did Tillman v Egon Zehnder decide?

Tillman v Egon Zehnder Ltd [2019] UKSC 32 held that unenforceable words can be severed from a restraint where the blue-pencil test is met, remaining terms have consideration, and deletion does not make a major change to the overall restraints.

Is a non-compete the same as a ?

No. A non-compete tries to stop the next competing job. A non-solicit stops poaching staff or customers. stops use of secrets. Pick the tool that matches the risk. See /clauses/non-solicitation.

How do we narrow a non-compete?

Limit it to named rivals, a defined product line, a short period and the same services this job covers. Agree the wording on one shared page rather than emailing a wide ban as v4_final.

Sources

Related

The legal wording governsLast reviewed 28 October 2026Pending lawyer review